Companies Act 1967

43 Limited companies may be re-registered as unlimited.

(1) A company which, at the coming into operation of this section, is registered as limited or thereafter is so registered (otherwise than in pursuance of the next following section) may be re-registered under the principal Act as unlimited in pursuance of an application in that behalf complying with the requirement of the next following subsection, framed in the prescribed form and signed by a director or by the secretary of the company and lodged with the registrar of companies in England or Scotland (according as the registered office is situate in England or Scotland) together with the documents mentioned in subsection (3) of this section.

(2) The said requirement is that the application must—

(a) set out such alterations in the company's memorandum as.—

(i) if it is to have a share capital, are requisite to bring it, both in substance and in form, into conformity with the requirements imposed by the principal Act with respect to the substance and form of the memorandum of a company to be formed under that Act as an unlimited company having a share capital; or

(ii) if it is not to have a share capital, are requisite in the circumstances ; and

(b) if articles have been registered, set out such alterations therein and additions thereto as.—

(i) if it is to have a share capital, are requisite to bring them, both in substance and in form, into conformity with the requirements imposed by the principal Act with respect to the substance and form of the articles of a company to be formed thereunder as an unlimited company having a share capital; or

(ii) if it is not to have a share capital, are requisite in the circumstances; and

if articles have not been registered, have annexed thereto, and request the registration of, printed articles, bearing the same stamp as if they were contained in a deed, being, if the company is to have a share capital, articles complying with the said requirements and, if not, articles appropriate to the circumstances.

(3) The documents referred to in subsection (1) above are—

(a) the prescribed form of assent to the company's being registered as unlimited subscribed by or on behalf of all the members of the company ;

(b) a statutory declaration made by the directors of the company that the persons by whom or on whose behalf the form of assent is subscribed constitute the whole membership of the company and, if any of the members have not subscribed that form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who subscribed it on behalf of a member was lawfully empowered so to do ;

(c) a printed copy of the memorandum incorporating the alterations therein set out in the application; and

(d) if articles have been registered, a printed copy thereof incorporating the alterations therein and additions thereto set out in the application.

(4) The registrar shall retain the application and other documents lodged with him under subsection (1) of this section, shall, if articles are annexed to the application, register them and shall issue to the company a certificate of incorporation appropriate to the status to be assumed by the company by virtue of this section ; and upon the issue of the certificate—

(a) the status of the company shall, by virtue of the issue, be changed from limited to unlimited; and

(b) the alterations in the memorandum set out in the application and (if articles have been previously registered) any alterations and additions to the articles so set out shall, notwithstanding anything in the principal Act, take effect as if duly made by resolution of the company and the provisions of the principal Act shall apply to the memorandum and articles as altered or added to by virtue of this section accordingly.

(5) A certificate of incorporation issued by virtue of this section shall be conclusive evidence that the requirements of this section with respect to re-registration and of matters precedent and incidental thereto have been complied with, and that the company was authorised to be re-registered under the principal Act in pursuance of this section and was duly so reregistered.

(6) Where a company is re-registered in pursuance of this section, a person who, at the time when the application for it to be re-registered was lodged, was a past member of the company and did not thereafter again become a member thereof shall not, in the event of the company's being wound up, be liable to contribute to the assets of the company more than he would have been liable to contribute thereto had it not been so re-registered.

(7) For the purposes of this section—

(a) subscription to a form of assent by the legal personal representative of a deceased member of a company shall be deemed to be subscription by him ;

(b) a trustee in bankruptcy of a person who is a member of a company shall, to the exclusion of that person, be deemed to be a member of the company.

(8) In this section, " prescribed " means prescribed by regulations made by the Board of Trade by statutory instrument.